1. INTRODUCTION, DEFINITIONS AND INTERPRETATION
1.1 These Terms apply in respect of all goods and services sold and provided by The PC Support Group to You under any agreement and shall, save where a specific written agreement states to the contrary, prevail over all other agreements including terms or conditions which you may propose and purport to rely on.
1.2 In the Agreement the following words and expressions shall, save where the context or the express provisions of the Agreement otherwise requires or admits, have the following respective meanings:
1.3 Agreement means the entire agreement as defined in clause 19;
1.4 The PC Support Group and PCSG mean any legally licensed franchisee of The PC Support Group Limited that is supplying the Goods or Services to You;
1.5 Business Day means any day which is not a Saturday, a Sunday or a public holiday;
1.6 Business Hours means from 09.00 hours to 20.00 hours Greenwich Mean Time, Monday to Friday except bank holidays, and 09.00 to 06.00 GMT on Saturdays;
1.7 Confidential Information means as defined in clause 18;
1.8 Device means any self contained operational Hardware;
1.9 Force Majeure means as defined in clause 14;
1.10 Goods means those goods itemised in the Purchase Order or as otherwise agreed in writing between the Parties from time to time;
1.11 Hardware means the electronic and mechanical parts of a computer or system related piece of equipment;
1.12 Hardware Provider means the provider of any of Your Hardware;
1.13 Management Software means the software that is downloaded on to Your System to facilitate the provision of the Services;
1.14 Management Software Providers means any person who provides Management Software used by PCSG;
1.15 Notice Period means one calendar month;
1.16 Parties means PCSG and You, or PCSG’s and Your successors and assigns where and when applicable;
1.17 Personal Data means information about You that is protected under the Data Protection Act;
1.18 Pre-contractual Statement means as defined in clause 19.1;
1.19 Purchase Order means the quotation, proposal or other named document associated with the purchase of the Goods or otherwise attached to the Terms;
1.20 Services means those services itemised in the Purchase Order or as amended in writing between the Parties from time to time;
1.21 Software means a set of instructions comprehendible by a computer that provides use, purpose and the inter-relation of Hardware;
1.22 Software Provider means the provider of any Software;
1.23 System means a collection of Hardware and Software and processes brought together and utilised for a purpose;
1.24 Term means for as long as the Agreement is in full force and effect unless otherwise specified;
1.25 Terms means these standard terms and conditions of PCSG; and
1.26 You means the purchaser defined as such in the Purchase Order and if a corporate entity, it's directors, shareholders and any employee or contractor who is authorised to deal directly with PCSG on Your behalf.
1.27 In the Agreement (except where the context otherwise requires):
1.27.1 the clause headings are included for convenience only and shall not affect the interpretation of the Agreement;
1.27.2 use of the singular includes the plural and vice versa and se of any gender includes the other genders;
1.27.3 any reference to persons includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
1.27.4 any reference to a statute, statutory provision or subordinate legislation (legislation) shall (except where the context otherwise requires) be construed as referring to:
1.27.4.1 such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
1.27.4.2 any former legislation which it re-enacts, consolidates or enacts in rewritten form provided that in the case of those matters which fall within sub-clause 1.27.4.1 above, as between the Parties, no such amendment or modification shall apply for the purposes of the Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.
1.27.5 any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.27.6 any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of the Agreement) at any time.
1.28 Where The PC Support Group Ltd receives payment for goods and/or services on behalf of a licensed franchisee, The PC Support Group Ltd is only the money-handling agent and is in no way responsible for the provision of those goods and/or services and is not party to this contract.
2. PERSONAL DATA
2.1 By personal data we mean any data which identifies you or your account with PCSG. It includes identity, which you agree to supply to us accurately and to keep up to date by notifying us of any changes to the information held. It also includes any information contained on Your Systems together with any billing information (“Personal Data”).
2.2 Personal Data will be collected, processed and used by PCSG for the purposes of billing and for other purposes mentioned in these Terms.
2.3 In providing the Goods and Services PCSG works with other organisations who produce the Software and Hardware and is required under its licences to provide certain information about You to these organisations. By agreeing to these Terms, you agree to having your Personal Data provided to such organisations.
2.4 PCSG may also collect Personal Data for statistical purposes. Such data will be used or disclosed only on an anonymous aggregated basis.
2.5 PCSG may hold Personal Data relating to the transactions which you enter into with us. We will disclose this Personal Data only insofar as to facilitate the provision of the Goods and Services provided to You.
2.6 Any telephone calls made to our offices may be monitored or recorded. Such monitoring and reporting is used for training purposes and to track reported problems and to improve our service to You.
2.7 PCSG shall disclose Personal Data where we are compelled to do so by law.
2.8 You understand and acknowledge that some of the Software may be programmed to track the number of copies deployed and to provide the software provider with such deployment and usage information. You consent to this operation and agree at all times not to hinder, impede, alter, prevent or otherwise distort, the operation of such tracking and reporting functions.
3. SERVICES
3.1 PCSG shall endeavour to provide the Goods and Services during Business Hours or as otherwise agreed;
3.2 PCSG shall use reasonable endeavours to ensure that any routine service work or upgrade to the Management Software causes minimum disruption to the provision of the Services and Your business.
3.3 The provision of the Services may be temporarily suspended and without notice in the case of system failure, security issues, unexpected maintenance or repair of either the Hardware or the Software on Your System, where urgent or unexpected remedial action is required to protect the Services or Your System or for reasons beyond PCSG’s control. In such instances, it may be necessary to withdraw the Services in whole or part.
3.4 Where circumstances under clauses 3.3 and 3.5 occur, PCSG shall not be held liable and you shall not make any claim against PCSG for losses howsoever caused.
3.5 Where Services are unavailable due to third party acts or omissions or where factors are outside the control of PCSG, including without limitation the withdrawal of support by our licensors and business partners, virus attack and System sabotage, we shall use reasonable endeavours to have such support reinstated as soon as is reasonably practicable but provide no guarantee. Any such work or remedy shall be at Your cost unless it is due to PCSG's negligence.
3.6 PCSG shall not be liable to You if for any reason the Services are unavailable at any time or for any period and for any reason.
3.7 PCSG, its Software Providers and other third party suppliers, may from time to time modify, add to or remove aspects of the Services.
3.8 You will be charged for using the Services in accordance with the Purchase Order. We reserve the right to change our fees or billing methods, but will provide You with at least thirty (30) days’ advance notice of any such change. As the account holder, You are responsible for all charges incurred and purchases made by You.
3.9 You are required to have the following minimum requirements for PCSG to provide the Services: Windows XP, 512Mb RAM, 1Ghz processor, 512Kbps broadband, 2Gb free hard disk space, recognised up to date antivirus software and applied computer and information usage company policy.
3.10 The Services are provided for the benefit of one (1) Device and it will be presumed and the Services will be provided on the basis that Your System consists of one (1) Device unless otherwise specified.
3.11 In order for PCSG to provide the Services You agree for PCSG to download appropriate Management Software on to Your System for PCSG's sole use.
3.12 If You are entering this Agreement as a consumer as defined under the Consumer Protection Act 1987 then the terms of this Agreement do not affect your statutory rights and will be interpreted accordingly.
4. SERVICE CONTRACT
4.1 If you have a PCSG HomeCARE or BusinessCARE Service Contract the cover provides You with the advice and labour (whether remote or on-site as specified in your contract) involved in determining and fixing faults, whether caused by hardware, software or user.
4.2 Should a fault be hardware related we will charge You for the part(s) replaced. Where possible, we will attempt to replace parts with identical units but reserve the right to use compatible parts where identical parts are unavailable.
4.3 Our ability to fix a problem may from time to time be limited to the quality and build of the hardware or software in use on Your System; at which point we will investigate and discuss alternative solutions with You. Where non-Microsoft software requires our support, we will help where we can, but You will be expected to have third party support in place for either You or The PCSG to liaise with where necessary.
4.4 We will not service any equipment that is still under any non-PCSG warranty unless given authority to do so by You. Any valid warranty claim is Your sole responsibility, not PCSG.
4.5 The PCSG HomeCARE and BusinessCARE Service Contracts do not include the supply, installation or configuration of any new hardware or software not already in use on the contract start date.
5. PAYMENT TERMS & REFUNDS
5.1 You should let us know about any billing problems or discrepancies promptly after they first appear on your account statement. If you do not bring them to PCSG’s attention in writing within 14 days, you will have waived your right to dispute those problems or discrepancies.
5.2 All monthly rates for Services shall be paid by standing order in to PCSG's nominated bank account on the first day of each month for which the Services are to be provided;
5.3 All payments other than those referred to in clause 5.2 shall be paid to PCSG by cheque, electronic bank transfer or electronic internet payment, like Paypal, at Your choice unless otherwise notified to You by PCSG.
5.4 All invoices for Goods and Services not provided on a monthly basis shall be submitted at the time of sale and must be settled within fourteen (14) days of their issue date.
5.5 PCSG shall be entitled to charge interest at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 on all sums not settled within the terms of this Agreement.
5.6 PCSG does not normally take payment for goods or services until such goods or services have been satisfactorily provided to You. Refunds are therefore not normally required. However, if payment is taken in advance and such goods or services are not provided to a satisfactory level then a refund can be requested. Refunds will be considered on an individual basis and will conform to the Sales of Goods Act 1979 and subsequent amendments.
6. MATERIAL AND CONDUCT
6.1 PCSG reserve the right to refuse to provide or stop providing any Services where it reasonably believes that Your System contains material:
6.1.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
6.1.2 for which You have not obtained all necessary licences and/or approvals;
6.1.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
6.1.4 which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
6.2 PCSG will fully co-operate with any law enforcement authorities or court order requesting or directing PCSG to disclose the identity or locate anyone dealing with or storing any material in breach of clause 6.1.
6.3 PCSG will not use Your System for any purpose other than hosting any Management Software and in providing the Services.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Management Software upon or through which the Services are provided are owned by licensors (“Management Software Providers”) who under agreement licence the use of the Management Software to PCSG.
7.2 All title and intellectual property rights in and to the Management Software (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Management Software) are owned by our various Management Software Providers. The Management Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your hosting of parts of the Management Software does not transfer any ownership of the Management Software or any intellectual property rights to You.
7.3 You shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Management Software or that appear during use of the Management Software.
7.4 You may not reverse engineer, de-compile, or disassemble the Management Software.
7.5 The Management Software is for PCSG’s use in providing You with the Services and under no circumstances are You to use, access or copy the same.
7.6 You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Management Software to any third party, and you may not permit any third party to have access to and/or use the Management Software.
7.7 PCSG may terminate the provision of Services if you fail to comply with these Terms. In the event of termination or cancellation for any reason whatsoever, you must permit or assist PCSG or its agents to delete and destroy any Management Software and all of its component parts from Your System.
7.8 In addition to any liability you may have to PCSG, you agree that you will also be legally responsible directly to the Management Software Providers for any breach of these Terms.
7.9 Notwithstanding the rights specified in clause 7.8 nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
7.10 Any rights not expressly granted in these terms are reserved.
8. DISCLAIMER
8.1 PCSG, and its officers, directors, employees, shareholders or agents do not accept any liability for the use made by You of the Goods or Services other than is provided under statute.
8.2 To the extent permitted by law, PCSG excludes all representations, warranties, conditions and other terms whether actual or implied and whether in respect of PCSG, the Software Providers or Hardware Providers (including without limitation, the conditions implied by law of satisfactory quality, fitness of purpose and the use of reasonable care and skill) which but for these Terms might have effect in relation to the Goods or Services.
9. LIABILITY
9.1 PCSG (whether or not involved in creating, producing, maintaining, or delivering the Goods or Services) and its officers, directors, employees, shareholders or agents exclude all liability and responsibility for any amount or kind of loss or damage that may resort to You or a third party, including without limitation, any direct, indirect, punitive, or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money or loss or damages arising from or connected in any way to business interruption, and whether in thought (including without limitation negligence, contract or otherwise) in connection with the Goods or Services, in any way or in connection with the use, inability to use or the results of use of the Goods or Services, including but not limited to loss or damage due to viruses that may infect Your System or other property on account of Your using the Goods or Services, Your downloading of any material from any website, disc or other medium, or from opening an email or any of its attachments. Provided that nothing in this agreement shall exclude or limit PCSG’s liability for death or personal injury caused by negligence, fraud, misrepresentation as to a fundamental matter or any liability which cannot be excused or limited under statutory law.
9.2 All costs associated with servicing, repair or correction of equipment, software or data or any other work carried out by PCSG that is required due to Your actions or inactions in relation to, or use of, Your System will be at your additional expense.
9.3 You have responsibility to have adequate system protections (anti-virus, firewall, and spyware, malware, malicious code detection/prevention) installed and configured to provide regular updates. All problems relating to viruses, spyware, malware, and/or malicious code are chargeable even if under a service contract agreement. Consumables are not covered under any service contract agreement. You have responsibility to ensure each consumable item (such as ink cartridge, toner, paper etc.) is installed correctly and at a level in accordance with the manufacturer’s instructions. All costs associated with servicing, repair or correction of equipment, software or data due to a consumable item will be chargeable at our standard rate.
9.4 PCSG shall not be held liable for any costs or claims whatsoever that arise from Your neglect to meet the minimum requirements specified in clause 3.9 or to upgrade Your System when and how recommended to do so by PCSG.
10. SET-OFF
10.1 You may not at any time or times, set off any liability that you have to PCSG against any liability that PCSG may have to You (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated).
11. INADEQUACY OF DAMAGES
11.1 Without prejudice to any other rights or remedies that PCSG may have, You acknowledge and agree that damages alone may not be an adequate remedy for any breach by You of these Terms and that accordingly PCSG shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.
12. WAIVER AND REMEDIES
12.1 A failure by PCSG to exercise or delay in exercising a right or remedy provided by the Terms or by law does not constitute a waiver of that right or remedy or a waiver of any other rights or remedies.
12.2 A waiver by PCSG of a breach of any of the Terms or of a default under the Terms does not constitute a waiver of any other breach or default and shall not affect the rest of the Terms.
12.3 A waiver by PCSG of a breach of any of the Terms or of a default under the Terms shall not prevent PCSG from subsequently requiring compliance with the waived obligation.
12.4 The rights and remedies provided by the Terms are cumulative and (subject as otherwise provided in the Terms) are not exclusive of any rights or remedies provided by law.
13. TERMINATION
13.1 PCSG has the right at any time to terminate the Agreement or part thereof with immediate effect and without liability or penalty to themselves by giving You written notice where:
13.1.1 You commit a breach of any of the Terms;
13.1.2 any distress, execution or other process is levied upon any of Your assets or Your business;
13.1.3 You have a bankruptcy order made against You or You make an arrangement or composition with Your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of it’s undertaking or any part thereof, or a resolution is passed or a petition presented to any court for winding up or for the granting of an administration order, or any proceedings are commenced relating to Your insolvency or possible insolvency;
13.1.4 You cease or threaten to cease to carry on business; or
13.1.5 Your financial position deteriorates to such an extent that in the opinion of PCSG Your capability to adequately fulfil Your obligations under the Agreement with PCSG has been placed in jeopardy.
13.2 Either Party may terminate the Agreement or any part thereof for any reason whatsoever by giving one month’s written notice to the other Party.
13.3 Upon notice of termination having been given all outstanding monies owed to PCSG by You must be settled within fourteen days of receipt of that notice.
13.4 Following termination of the Agreement or part thereof under the Terms all rights and obligations of the Parties shall cease except for those rights and obligations that are intended, by implication or expressly stated, to continue beyond termination.
14. FORCE MAJEURE
14.1 Force Majeure means any cause preventing either Party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party.
14.2 If either Party is prevented or delayed in the performance of any of its obligations under the Terms by Force Majeure, that Party must forthwith:
14.2.1 serve notice on the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure; and
14.2.2 shall, subject to service of such notice and having taken all reasonable steps to avoid such prevention or delay and to clause 14.4, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events; and
14.2.3 for such time after they cease as is necessary for that Party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
14.3 If either Party is prevented from performance of its obligations for a continuous period in excess of three (3) months, the other Party may terminate the Agreement forthwith on service of notice upon the Party so prevented.
14.4 The Party claiming to be prevented or delayed in the performance of any of its obligations under the Terms by reason of Force Majeure shall use reasonable endeavours to:
14.4.1 bring the Force Majeure event to a close; or
14.4.2 find a solution by which the Agreement can be performed despite the continuance of the Force Majeure event.
15. JOINT AND SEVERAL LIABILITY
15.1 An obligation of two or more parties under the Terms shall bind them jointly and severally.
15.2 Any claim by You against PCSG under the Terms shall be limited to such amount as PCSG has received from You in the twelve (12) months preceding the date the claim was notified to PCSG.
16. NO PARTNERSHIP/AGENCY
16.1 Nothing in the Agreement is intended to or shall operate to;
16.1.1 create a partnership or joint venture of any kind between the Parties; or
16.1.2 authorise any Party to act as agent for the other.
16.2 Neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17. ASSIGNMENT
17.1 PCSG may assign the Agreement or any part of it to any person, firm or company.
17.2 You shall not without the prior written consent of PCSG (such consent not to be unreasonably conditioned, withheld or delayed):
17.2.1 assign, transfer, charge or deal in any other manner with the Agreement or any of Your rights under it, or purport to do any of the same; or
17.2.2 sub-contract any or all of Your obligations under the Agreement.
17.3 The Parties are entering into the Agreement for their own benefit and not for the benefit of another person.
17.4 Subject to and upon any succession or assignment permitted by the Agreement, any successor or assignee of the Parties shall in its own right be able to enforce any term of the Agreement in accordance with the terms of the Agreement as if it were a party, but until such time any such successor or assignee of the Parties shall have no such rights whether as a third party or otherwise.
18. CONFIDENTIALITY
18.1 For the purposes of the Agreement, Confidential Information shall mean the existence and terms of the Agreement and all information (of whatever nature and however recorded or preserved) disclosed by one Party to the other, which:
18.1.1 is marked as or has been otherwise indicated to be confidential; or
18.1.2 derives value to a Party or any member of a group of companies to which that Party belongs from being confidential; or
18.1.3 would be regarded as confidential by a reasonable business person; or
18.1.4 any information received or obtained from PCSG managing Your System; except to the extent that such information is already in the public domain at the time of disclosure or enters the public domain otherwise than by a breach of any obligation of confidentiality under the Agreement.
18.2 The Parties shall keep confidential all Confidential Information and not use it except for the purpose of exercising or performing their rights and obligations under the Agreement.
18.3 The Parties may disclose Confidential Information to their employees, officers, professional representatives or advisers, sub-contractors and agents, provided that such persons:
18.3.1 need to know it for the purpose of exercising or performing that Party’s rights and obligations under the Agreement;
18.3.2 have been informed of the confidential nature of the Confidential Information divulged; and
18.3.3 agree to act in compliance with the confidentiality requirements of the Agreement.
18.4 The Parties must not disclose Confidential Information to any third party or use it except as otherwise permitted in the Agreement.
18.5 Notwithstanding any other provision of the Agreement, it shall not be a breach of the Agreement for either Party to disclose any Confidential Information pursuant to:
18.5.1 a court order; or
18.5.2 a binding request from a regulatory (or other analogous) authority with jurisdiction; or
18.5.3 from any other third party with power to require the disclosure of such information; provided that (to the extent it is legally permitted to do so) the affected Party gives reasonable notice of such disclosure to the other Party.
18.6 Subject to the other terms of the Agreement, the terms of this clause 18 shall continue to apply notwithstanding termination of the Agreement or any other cessation of any business relationship between the Parties.
19. ENTIRE AGREEMENT
19.1 For the purposes of this clause 19, “Pre-Contractual Statement” means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement other than as expressly set out in the Agreement.
19.2 The Terms together with the details contained in the Purchase Order constitute the entire agreement and understanding of the Parties (“the Agreement”) and supersedes any previous agreement between the Parties relating to the subject matter of the Agreement.
19.3 The Parties acknowledge and agree that in entering into the Agreement they are not relying on any Pre-Contractual Statement.
19.4 You acknowledge and agree that the only remedy available to You for breach of the Agreement shall be for breach of contract under the terms of the Agreement.
19.5 If any provisions of the Terms are inconsistent with provisions of the Purchase Order, the provisions in the Purchase Order shall prevail.
20. VARIATION
20.1 No variation of the Agreement shall be valid unless it is in writing and signed by or on behalf of both Parties.
21. SEVERANCE
21.1 If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.
21.2 If any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable..
22. NOTICES
22.1 Any notice or other communication given under the Agreement shall be in writing and shall be served to the address and for the attention of the relevant party as set out in the Purchase Order, or such other address, or facsimile number as may be notified in writing from time to time by the relevant Party to the other, by delivering it personally or sending it by pre-paid recorded delivery or registered post or fax.
22.2 Any such notice referred to in clause
22.1 shall be deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting and in the case of fax, at the time of transmission, unless out of Business Hours in which case deemed receipt shall be during Business Hours the next Business Day.
23. COUNTERPARTS
23.1 The Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
24. RIGHTS OF THIRD PARTIES (EXCLUSION)
24.1 Save as expressly provided in the Agreement or as otherwise agreed in writing between the Parties, no term of the Agreement shall be enforceable by a third party (being any person other than the Parties and their permitted successors and assignees).
24.2 Notwithstanding that any term of the Agreement may be or become enforceable by a person who is not a party to it, the terms of the Agreement or any of them may be varied, amended or modified or the Agreement may be suspended, cancelled or terminated by agreement in writing between the Parties or the Agreement may be rescinded (in each case), without the consent of any such third party.
25. ALTERNATIVE DISPUTE RESOLUTION
25.1 If any dispute arises out of the Agreement the Parties must attempt to settle it by negotiation in the first instance.
25.2 If negotiations fail to resolve the dispute either Party may serve notice on the other indicating that they wish to deal with the dispute through an alternative dispute resolution procedure. Upon receipt of such a notice the other Party must agree and submit to the alternative dispute resolution procedure proposed by a competent and independent 3rd party;
25.3 A Party cannot commence court proceedings until at least one method of alternative dispute resolution has been genuinely submitted to and a decision obtained.
25.4 Nothing in this clause 25 shall prevent PCSG from taking immediate legal action no matter whether any of the procedures in clauses 25.1 to 25.4 (inclusive) have been carried out, where the interests of PCSG or the Management Software Provider are at risk of being damaged, devalued or otherwise amended in any way whatsoever.
26. YOUR OBLIGATIONS AS A CUSTOMER
26.1 You are responsible for agreeing to a product or service. You must supply PCSG with reasonable courtesy, information and cooperation so that PCSG may perform its duties. You are responsible for having backups of all data from your Device and/or System.
27. GOVERNING LAW AND JURISDICTION
27.1 The Agreement is governed by and construed in accordance with the Laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the Courts of England and Wales.